This Consultant Agreement and Statement of Work (collectively the "Agreement" and individually the "Consultant Agreement" and the "SOW"), and the date shown on the signature block of the Consultant Agreement, is made and entered into by and between BLACK BREACH, LLC, and the Client identified on the SOW (collectively, the "Parties"), and shall be effective on the date fully executed by Client and Consultant (the "Effective Date"). 

All references herein to Consultant include all Principals, Employees, Consultants, and Contractors.

RECITALS

WHEREAS, this Agreement is governed by and subject to the terms and conditions of the Master Service Agreement entered into between Client and Consultant. In the event of any conflict between the terms and conditions of this Agreement and the Master Service Agreement, the terms and conditions of this Agreement shall prevail.

WHEREAS, the Parties agree that the services to be provided under this Agreement shall be governed by the provisions set forth in the Master Service Agreement, and the Parties further acknowledge and agree that any additional terms, conditions, or statements of work relating to specific services shall be incorporated as exhibits to the Master Service Agreement.

NOW, THEREFORE, in consideration of the promises, mutual covenants, and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

SCOPE OF SERVICES. 

1. Security Awareness Training

The Consultant will provide cybersecurity awareness training to educate the Client's workforce. This training teaches employees to identify and repel cybersecurity threats, protect the Client's sensitive data and intellectual property, and shield the Client's information systems from theft and damage.

All Consultant training or eLearning courses are engineered to engage and improve learning outcomes and include the following:

a. Animations: designed to visually engage Client learners in a captivating way

b. Dynamic Quizzing: designed to quickly and accurately assess learner progression

c. Unique Testing: designed with randomizing questions and answer order, instant grading feedback, and metrics available for leadership

d. Concise Training: designed to hold learner attention with short, interactive platforms

e. All training is Section 508 Compliant under the Rehabilitation Act of 1973

f. The Consultant will provide completion certificates for each course under this curriculum

g. The Consultant will provide and manage the training portal and all learner enrollment directions to the Client

2. Incident Response Triage

If the Client becomes the victim of a cybersecurity incident, the Consultant agrees to provide three (3) hours of incident response triage free of charge. Incident response triage includes all verbal expert recommendations on attempt recovery and recommended actions to be taken. Recovery is not guaranteed. Additional fees may apply hourly if additional services are required or requested.

Deliverables

1. Completion certificates

2. Training metrics upon request of the Client

3. Managed training portal

4. Access to training portal

Term

This Agreement commences on the Effective Date and will remain in effect through the Initial Term and all Renewal Terms, as specified in the SOW, unless otherwise terminated in accordance with the MSA (the Initial Term and all Renewal Terms collectively the "Term"). The Initial Term will be three (3) years from the Effective Date and will automatically renew for successive one-year periods, subject to the then-current conditions and price at the time of renewal. 

Payment Schedule

For monthly project services, the Client may pay annually or monthly at the Client's convenience. Payment will be due the first-month services start and as per terms outlined in the Consultant Agreement and Statement of Work and within (30) days of the invoice date. Amounts not paid when due will be subject to a late charge of one and one-half percent (1.5%) per month. Late charges are reasonable liquidated damages for collection fees and are not a penalty.

Invoice Remittance

Payment may be made as follows:

1. Mailed to: Black Breach, LLC, 1025 Rose Creek Drive, Suite 620-214, Woodstock, GA, 30189

2. Provided to Justin Shanken (or designee) in person

3. Wired directly to an account provided by Black Breach to Client

4. ACH directly to an account provided by Black Breach to Client

Last modified April 16, 2024